28 Dec 2016 07:00
PJSC MAGNIT - Execution of Related Party TransactionPJSC MAGNIT - Execution of Related Party Transaction
PR Newswire
London, December 27
Press-release
Krasnodar
December 27, 2016
PJSC “Magnit” Announces the Execution of the Related Party Transaction
Krasnodar, Russia (December 27, 2016): Magnit PJSC, one of Russia’s leading retailers (the “Company”, the “Issuer”; MOEX and LSE: MGNT), announces the execution of the transaction on December 26, 2016.
| Type of transaction: material transaction which is not major; related party transaction. |
| Subject of transaction: Provision by the Issuer of the guarantee under the Credit agreement No. 013P3L on opening of the revolving credit line in Russian rubles of April 29, 2014 (hereinafter – the “Credit agreement”) executed between Joint Stock Company “ALFA-BANK” (hereinafter – the “Creditor”) and JSC “Tander” (hereinafter – the “Borrower”) as amended by the additional agreement w/o No. of December 26, 2016. |
| Content of transaction: |
| In accordance with the guarantee agreement No.013P3P001 of April 24, 2015 as amended by the additional agreement w/o No. of December 26, 2016, the Guarantor shall be jointly liable to the Creditor for the proper fulfillment of obligations by the Borrower under the Credit agreement executed on the following essentials: - the Creditor shall provide the Borrower with monetary funds in Russian rubles; - within the Credit agreement the Borrower shall be entitled to receive Credits, the maximum amount of aggregate debt on which on any day of the term of the Credit line comprises not more than 13,000,000,000 (Thirteen billion) rubles; - the term of the Credit line – until December 31, 2020; - the credits shall be provided within the term of the Credit line for not more than 36 (Thirty six) months; - the Borrower shall pay to the Creditor the interest for the use of each credit at the rate not exceeding 25.00% (Twenty five point zero percent) per annum; - in case of the late repayment of the Credits the Creditor shall be entitled to charge the Borrower a penalty in the amount of 0.1% of the amount of outstanding obligations per each overdue day, but not lower than the dual key rate of the Bank of Russia effective on the day for which the penalty is charged; - the terms and procedure of granting and repayment of the Credit amounts (including any payment to the Creditor by the Borrower), other penalties and fines for the nonfulfillment/improper fulfillment of obligations by the Borrower under the Credit agreement shall be determined by the Credit agreement; - the Credit agreement shall come into effect from the date of its signature and remain in force until the parties fully fulfill their obligations under the Credit agreement. The Guarantor shall be jointly liable to the Creditor for the proper fulfillment of obligations by the Borrower under the Credit agreement within the amount of 22,750,000,000.00 (Twenty two billion seven hundred and fifty million) Russian rubles, including the payment of penalties, compensation of losses incurred to the Creditor due to non-fulfillment or improper fulfillment of the Secured obligations. The guarantee agreement shall secure the fulfillment of obligations by the Borrower in case of invalidity of the Credit agreement, fixed by the valid judgment, on repayment of monetary funds received by the Borrower for the benefit of the Creditor, and on payment of interest for the use of another’s monetary funds charged on the amounts received by the Borrower. |
| Deadline for the fulfillment of the obligation: The guarantee terminates in 1 (One) year from the date of closing of the Credit line or upon the termination of the secured obligations. |
| Parties and beneficiaries under transaction: The creditor - Joint Stock Company “ALFA-BANK” The guarantor – Public Joint Stock Company “Magnit” The borrower (beneficiary) – Joint Stock Company “Tander” |
| The amount of the transaction in the monetary value and as a % of the asset value of the issuer: 22,750,000,000.00 rubles which amounts to 18.6470% of the balance sheet assets of the issuer |
| Asset value of the issuer as of the closing date of the accounting period preceding the execution of the transaction: 122,003,275 thousand rubles |
| Date of the transaction execution: December 26, 2016 Parties interested in the execution of the transaction by the issuer: Joint Stock Company “Tander” (JSC “Tander”) Location: 185, Levanevskogo street, Krasnodar, Russia The share of the interested party in the charter capital of the issuer: 0.009572% The share of securities of the issuer owned by the interested party: 0.009572% The share in the charter capital of the legal entity, which is the party in the transaction (the share of securities owned by the interested party): no information. The basis on which this entity has been acknowledged interested in the execution of this transaction: the entity is the shareholder, which jointly with its affiliates owns more than 20% of the Issuer’s (PJSC “Magnit”) shares, and is a beneficiary of the transaction; its affiliate (PJSC “Magnit”) owns more than 20% of the legal entity (JSC “Tander”), which is a beneficiary of the transaction. "Magnit" Joint-Stock Non-Government Pension Fund (“Magnit” JSNPF) Location: office 1, letter B, 95 Moskovskaya street, Krasnodar, Russian Federation The share of the interested party in the charter capital of the issuer: 0.137037% The share of securities of the issuer owned by the interested party: 0.137037% The share in the charter capital of the legal entity, which is the party in the transaction (the share of securities owned by the interested party): no information. The basis on which this entity has been acknowledged interested in the execution of this transaction: the entity is the shareholder, which jointly with its affiliates owns more than 20% of the Issuer’s (PJSC “Magnit”) shares, and its affiliate: LAVRENO LIMITED Location: 20 Spirou Kyprianou, CHAPO CENTRAL, 3rd floor, Nicosia, Cyprus The share of the interested party in the charter capital of the issuer: 0.222977% The share of securities of the issuer owned by the interested party: 0.222977% The share in the charter capital of the legal entity, which is the party in the transaction (the share of securities owned by the interested party): no information. The basis on which this entity has been acknowledged interested in the execution of this transaction: the entity is the shareholder, which jointly with its affiliates owns more than 20% of the Issuer’s (PJSC “Magnit”) shares, and its affiliate: Krasfin Invest Limited Location: 20 Spirou Kyprianou, CHAPO CENTRAL, 3rd floor, 1075, Nicosia, Cyprus The share of the interested party in the charter capital of the issuer: 0.2876% The share of securities of the issuer owned by the interested party: 0.2876% The share in the charter capital of the legal entity, which is the party in the transaction (the share of securities owned by the interested party): no information. The basis on which this entity has been acknowledged interested in the execution of this transaction: the entity is the shareholder, which jointly with its affiliates owns more than 20% of the Issuer’s (PJSC “Magnit”) shares, and its affiliate: |
| Information on the approval of the transaction: The transaction was approved by the annual General Shareholders Meeting of June 2, 2016 (the minutes of the AGM of PJSC “Magnit” w/o No. of June 3, 2016). |
For further information, please contact:
| Timothy Post | Head of Investor Relations Email: post@magnit.ru Office: +7-861-277-4554 x 17600 |
| Investor Relations Office | MagnitIR@magnit.ru Direct Line: +7-861-277-4562 Website: ir.magnit.com/ |
| Media Inquiries | Media Relations Department press@magnit.ru |
Company description:
Public Joint Stock Company “Magnit” is one of Russia's leading retailers. Founded in 1994, the company is headquartered in the southern Russian city of Krasnodar. As of September 30, 2016, Magnit operated 33 distribution centers and 13,364 stores (10,138 convenience, 407 hypermarkets and 2,819 drogerie stores) in 2,436 cities and towns throughout 7 federal regions of the Russian Federation.
In accordance with the reviewed IFRS consolidated financial statements for 1H 2016, Magnit had revenues of RUB 522 billion and an EBITDA of RUB 52 billion. Magnit's local shares are traded on the Moscow Exchange (MOEX: MGNT) and its GDRs on the London Stock Exchange (LSE: MGNT) and it has a credit rating from Standard & Poor's of BB+. Measured by market capitalization, Magnit is one of the largest retailers in Europe.